UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2005
IN VERITAS MEDICAL DIAGNOSTICS, INC.
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(Exact name of registrant as specified in charter)
Colorado 000-49972 84-15719760
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
The Green House, Beechwood Business Park, North, Inverness, Scotland IV2 3BL
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-44-1463-667347
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Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
(212) 930-9700
(212) 930-9725 (fax)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On April 26, 2005, Bernard Turner resigned from his positions as Chief
Financial Officer and as a director of In Veritas Medical Diagnostics, Inc. (the
"Company"). In addition, David Barnes resigned as a director of the Company.
There was no disagreement or dispute between Mr. Turner or Mr. Barnes and the
Company which led to their resignations.
On April 26, 2005, Martin E. Thorp, 53 years old, was appointed as the
Chief Financial Officer of the Company. From 2002 through 2005, Mr. Thorp had
been involved in various entrepreneurial activities including, the establishment
of Biz-Bud Ltd., a private company which provides outsourcing solutions for the
small and mid-sized enterprises ("SMEs") across the entire business support
spectrum; developing a consulting capability for SMEs; acting as a consultant to
an international corporate finance and strategic advisory boutique; serving as
strategic advisory non-executive board member of Grant Thornton; and serving in
various short term consulting and interim management positions. From 1996 to
2002, Mr. Thorp served as Global Managing Partner, Corporate Finance for Arthur
Andersen, London and New York. Mr. Thorp graduated with first class honors from
the University of Kent at Canterbury (UK) in Accounting and Business Finance.
Mr. Thorp is a Fellow of the Institute of Chartered Accountants in England and
Wales and a member of the Securities Institute (in the UK).
Item 8.01 Other Events
We issued a press release on April 26, 2005, announcing Mr. Thorp as the
new Chief Financial Officer, which is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit Number Description
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99.1 Press release dated April 26, 2005 announcing the
appointment of Martin Thorp as Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IN VERITAS MEDICAL DIAGNOSTICS, INC.
Date: May 2, 2005 /s/ John Fuller
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John Fuller
President and Chief Executive Officer